general meetings

The shareholders of Sunborn International Plc exercise their decision-making power in the General Meeting of shareholders. The shareholders participate in the company’s administration and management through the decisions made in the General Meetings.

Under the company’s Articles of Association, the Annual General Meeting must be held annually within six months of the end of the financial year. The Board of Directors convenes the General Meeting. In addition, a General Meeting of shareholders must be held pursuant to the Limited Liability Companies Act when requested in writing by the auditor of the company or by shareholders representing at least one-tenth of all the issued shares for the purposes of addressing a specified matter.

There are no specific requirements regarding the number of participants for the quorum of the General Meeting of shareholders in the Limited Liability Companies Act or the company’s Articles of Association.

The Limited Liability Companies Act and the company’s Articles of Association define the matters to be discussed at the Annual General Meeting. The Annual General Meeting decides on the following, among other matters:

• approval of the financial statements and distribution of profit

• discharging the Board of Directors and the CEO from liability

• election and remuneration of members of the Board of Directors

• election and remuneration of the auditor

• amendments to the Articles of Association

In addition to the Annual General Meeting, Extraordinary General Meetings can be convened as necessary.